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Summit Materials Completes Combination with Argos USA

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Summit Materials, Inc. (SUM) has completed a $3.2 billion combination with Argos North America Corp., creating an unrivaled, materials dominant platform with national scale. Shareholders approved the Transaction Agreement, and the company is now focused on delivering synergy commitments and industry-leading returns for shareholders.
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The completion of Summit Materials' acquisition of Argos North America Corp. represents a significant consolidation in the construction materials sector. This $3.2 billion transaction is noteworthy for the scale it brings to Summit Materials, as it now boasts a 'materials dominant' platform with national reach. The synergy commitments mentioned are a critical point for stakeholders, as they often entail cost savings and increased efficiency post-merger.

From a market perspective, the integration of Argos USA's operations could lead to a more streamlined supply chain and potentially lower costs due to economies of scale. However, the success of such large-scale integrations hinges on effective management of the merger's cultural and operational aspects. The market will be observing how Summit Materials manages the integration phase and whether it can achieve the industry-leading returns it promises to its shareholders.

With Summit Materials' stockholders approving the acquisition, the immediate market reaction will likely reflect the investor sentiment on the deal's valuation and the perceived benefits. The $3.2 billion price tag must be weighed against the expected revenue and cost synergies. The long-term financial health of the combined entity will depend on Summit's ability to deliver on these synergies and reduce any overlapping costs.

Investors should monitor the company's future financial disclosures closely for signs of successful integration, such as improved margins and earnings growth. The deal might also impact the competitive landscape, potentially leading to changes in market pricing dynamics.

This transaction has broader economic implications, particularly for the construction materials industry. The creation of a larger, more dominant player in the market could affect competition and pricing. While increased scale can lead to cost efficiencies, it can also reduce competition, potentially leading to higher prices for consumers.

It will be important to observe the post-merger market structure and whether any antitrust concerns arise. Regulators may scrutinize the deal's impact on competition. Additionally, the economic benefits touted by Summit Materials must be balanced against the risks of reduced market competition.

Transaction Creates Unrivaled, Materials Dominant, Platform with National Scale

DENVER, Jan. 12, 2024 /PRNewswire/ -- Summit Materials, Inc. (NYSE: SUM, "Summit" or the "Company") announced today that it has successfully completed its $3.2 billion combination with Argos North America Corp. ("Argos USA," the U.S. operations of Cementos Argos S.A. (CCB.CN, CEMARGOS CB) ("Cementos Argos")). Shareholders of Summit voted overwhelmingly to approve certain proposals related to the Transaction Agreement, dated September 7, 2023 by and among the Company, Cementos Argos, Argos USA, Argos SEM, LLC, and Valle Cement Investments, Inc. at the Special Meeting of Stockholders on January 11, 2024.

"Today, we are excited to begin a new chapter at Summit Materials," said Anne Noonan, Summit Materials President and CEO. "As we transition into the integration phase, I want to start by welcoming our new Argos colleagues into the Summit family. Together, we now have an unrivaled, materials dominant, platform featuring significant scale and an advantaged geographic footprint, and our talent-rich team is laser focused on delivering our synergy commitments and industry-leading returns for our shareholders. I want to thank our Board of Directors, our shareholders, and the employees across our footprint for their unwavering support and commitment through this process and we look forward to our bright future together."

Advisors

Morgan Stanley & Co. LLC is acting as financial advisor and Davis Polk & Wardwell LLP and Davis Graham & Stubbs LLP are acting as legal counsel to Summit Materials.

About Summit Materials, Inc.

Summit Materials is a leading vertically integrated materials-based company that supplies aggregates, cement, ready-mix concrete and asphalt in the United States and British Columbia, Canada. Summit is a geographically diverse, materials-based business of scale that offers customers a single-source provider of construction materials and related downstream products in the public infrastructure, residential and non-residential end markets. Summit has a strong track record of successful acquisitions since its founding and continues to pursue growth opportunities in new and existing markets. For more information about Summit Materials, please visit www.summit-materials.com.

Cautionary Note Regarding Forward-Looking Statements

This communication includes "forward-looking statements" within the meaning of the federal securities laws, which involve risks and uncertainties. Forward-looking statements include all statements that do not relate solely to historical or current facts, and you can identify forward-looking statements because they contain words such as "believes," "expects," "may," "will," "outlook," "should," "seeks," "intends," "trends," "plans," "estimates," "projects" or "anticipates" or similar expressions that concern our strategy, plans, expectations or intentions. All statements made relating to our estimated and projected earnings, margins, costs, expenditures, cash flows, growth rates and financial results are forward-looking statements. Such forward-looking statements include but are not limited to statements about the benefits of the Transaction, including future financial and operating results, the combined company's plans, objectives, expectations and intentions, and other statements that are not historical facts.  These forward-looking statements are subject to risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. We derive many of our forward-looking statements from our operating budgets and forecasts, which are based upon many detailed assumptions. While we believe that our assumptions are reasonable, it is very difficult to predict the effect of known factors, and, of course, it is impossible to anticipate all factors that could affect our actual results. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by us or any other person that the results or conditions described in such statements or our objectives and plans will be realized. Important factors could affect our results and could cause results to differ materially from those expressed in our forward-looking statements, including but not limited to the factors discussed in the section entitled "Risk Factors" in Summit's Annual Report on Form 10-K for the fiscal year ended December 31, 2022, as filed with the SEC, and any factors discussed in the section entitled "Risk Factors" in any of our subsequently filed SEC filings (including the Proxy Statement); and the following: (i) the risk that the benefits from the Transaction may not be fully realized or may take longer to realize than expected, including as a result of changes in, or problems arising from, general economic and market conditions, interest and exchange rates, monetary policy, laws and regulations and their enforcement, and the degree of competition in the geographic and business areas in which we and Cementos Argos operate; (ii) the ability to promptly and effectively integrate our business and the businesses of Cementos Argos; (iii) reputational risk and potential adverse reactions of our or Cementos Argos's customers, employees or other business partners, including those resulting from the completion of the Transaction; (iv) the dilution caused by our issuance of additional shares of capital stock in connection with the Transaction; (v) the diversion of management's attention and time from ongoing business operations and opportunities on Transaction-related matters; and (vi) the impact of the global COVID-19 pandemic on our or Cementos Argos's businesses, the ability to complete the Transaction or any of the other foregoing risks.

All subsequent written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by these cautionary statements. Any forward-looking statement that we make herein speaks only as of the date of these materials. We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as required by law.

Contact Information

Andy Larkin
VP, Investor Relations
Summit Materials, Inc.
andy.larkin@summit-materials.com
720-618-6013

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SOURCE Summit Materials, Inc.

FAQ

What is the ticker symbol for Summit Materials, Inc.?

The ticker symbol for Summit Materials, Inc. is SUM.

What was the value of the combination with Argos North America Corp.?

The combination with Argos North America Corp. was valued at $3.2 billion.

Who is acting as the financial advisor for Summit Materials?

Morgan Stanley & Co. LLC is acting as the financial advisor for Summit Materials.

When was the Special Meeting of Stockholders held?

The Special Meeting of Stockholders was held on January 11, 2024.

What is the focus of Summit Materials after the completion of the transaction?

Summit Materials is now focused on delivering synergy commitments and industry-leading returns for shareholders.

Summit Materials, Inc.

NYSE:SUM

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8.84B
119.61M
31.92%
71.17%
1.82%
Building Materials
Mining & Quarrying of Nonmetallic Minerals (no Fuels)
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United States of America
DENVER